The overall goal of the proposed study is to determine whether theater training can improve the cognitive functioning and general well-being of older adults. The study will determine whether older adults can learn a complex new skill by their life-like and verbatim rendition of lengthy theatrical scenes; whether this training in the techniques employed by professional actors to learn and perform their roles can improve the cognitive skills of older adults in such areas as recall, recognition, working memory and comprehension; whether the expected benefit of theatrical training extends to self-esteem, affective states, and psychological well-being; and whether the anticipated improvements in life functioning persist for an extended period of time after the training. The study addresses the prospects for independent living among older adults just when the aging baby boom heralds an upcoming increase in needs and services for older people. It investigates an intervention original in design that may impact cognitive functioning broadly because it is multifactorial; that may generalize to noncognitive domains because it is multimodal; that may have lasting effects because it involves the acquisition of a complex new skill, the use of which may be self-perpetuating in normal living situations; that may be utilized in many different situations because it is internally rewarding to participants and also modest (relatively brief and thus cost effective for service providers.